MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Mutual Confidentiality and Non-Disclosure Agreement Information”.

(the “Agreement”) is entered into by Globe Telecom, Inc.
and the Second Party named hereunder (individually the
“Party” and collectively the “Parties”), who agree as
follows:

A. Globe

GLOBE TELECOM, INC., a corporation duly organized and

existing under the laws of the Republic of the Philippines, with
principal address at The Globe Tower, 32nd Street corner 7th
Avenue, Bonifacio Global City, 1634 Taguig City, Metro Manila,
Philippines

B. Second Party

ALVEN M. ALMADRONES ,
a corporation / partnership / single proprietorship / individual
duly organized and existing under the laws of the PHILIPPINES

with address at POMELO DULO ST. GOLDEN ACRES SUBD.

BARANGAY TALON UNO, LAS PINAS CITY.

C. Description of Potential Transaction

INDEPENDENT SALES AGENT

(the “Potential Transaction”)

D. Term

This Agreement shall expire either three (3) years from the date
hereof, or upon the termination of the evaluation or pursuit of
the Potential Transaction, whichever occurs later; provided,
however, that the Receiving Party’s obligations with respect to
the Confidential Information shall survive for three (3) years
following the date of such termination of this Agreement (the
“Term”) and with respect to Trade Secrets, for as long as such
Confidential Information is considered a trade secret under the
applicable law.

E. Contract

This Agreement and Terms and Conditions stated below

constitute the entire agreement of the Parties and shall govern
their relationship.

TERMS AND CONDITIONS

ARTICLE 1 CONFIDENTIAL INFORMATION

All communications or data, in any form, whether tangible or

intangible, which are disclosed or furnished by any director,
employee, agent, consultant, successor, or assign of any
department or business area of any Party hereto, including their
affiliates and subsidiaries, (hereinafter “Disclosing Party”) to the
other Party, including their affiliates and subsidiaries,
(hereinafter “Receiving Party”) and which are to be protected
hereunder against unrestricted disclosure or competitive use by
the Receiving Party shall be deemed to be “Confidential
February 2020/CLSG (Mutual Confidentiality and Non-Disclosure Agreement)
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CONFIDENTIAL - PROPRIETARY
Unauthorized disclosure internally or externally is prohibited

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 MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
As used herein, the term "Confidential Information" shall mean
all non-public, confidential or proprietary information disclosed
hereunder, in any tangible or intangible form, such as but not
limited to written, oral, visual, audio, those produced by
electronic media, or through any other means, that is
designated as confidential or that by its nature or
circumstances surrounding its disclosure, should be
reasonably considered as confidential.
Confidential Information shall include but not be limited to
products or planned products, processes and/or procedures,
technological achievements and interests, customers and
potential customers, business prospects, financial statements
and information, financial situation and corporate plans,
internal activities, future plans of both Parties, and other
information deemed proprietary or confidential by the
Disclosing Party or any other matter in which the Disclosing
Party may have any interest whatsoever.
Confidential Information shall also include any materials,
information, processes, plans, and procedures treated by the
Disclosing Party as, and deemed under applicable law to be,
trade secrets (“Trade Secrets”).
Each Disclosing Party hereby represents and warrants to the
Receiving Party that it has lawful rights to provide the
Confidential Information. Confidential Information will be
disclosed either:
a. in writing,
b. by delivery of items,
c. by initiation of access to Information, such as
without restriction on the third party's or the Receiving
Party's rights to disseminate the information and
without notice of any restriction against its further
disclosure; or
d. is independently developed by the Receiving
Party through persons who have not had, either
directly or indirectly, access to or knowledge of such
information which can be verified by independent
evidence; or
e. is disclosed with the written approval of the
Disclosing Party or after the applicable period of
confidentiality pursuant to Article 3 has expired.
ARTICLE 3 DURATION OF THIS AGREEMENT
This Agreement is intended to cover Confidential Information
received by the Receiving Party, both prior to and subsequent
to the execution of this Agreement and shall be valid for the
Term stated in Clause D.
ARTICLE 4 RESTRICTIONS ON USE: NO GRANT OF
RIGHTS
Each Party agrees to use the Confidential Information received
from the other Party only for the purpose of the Potential
Transaction stated in Clause C.
The Receiving Party agrees, for itself, its subsidiaries, and
affiliates, and its and their respective directors, employees,
February 2020/CLSG (Mutual Confidentiality and Non-Disclosure Agreement)
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CONFIDENTIAL - PROPRIETARY
Unauthorized disclosure internally or externally is prohibited
may be in a database, or
d. by oral or visual presentation.
Confidential Information should be marked with a restrictive
legend of the Disclosing Party. If information is not marked with
such legend or is disclosed orally, the information will be
identified as confidential at the time of disclosure. Nevertheless,
if the information is not clearly marked or no disclosure is
made, the information will be considered confidential if these
are clearly recognizable as confidential information to a prudent
person with no special knowledge of the Disclosing Party’s
industry.
ARTICLE 2 EXCEPTIONS TO THE SCOPE OF
CONFIDENTIAL INFORMATION
The term Confidential Information does not include information
which:
a. has been or becomes now or in the future
published in the public domain without breach of this
Agreement or breach of a similar agreement by a third
party; or
b. prior to disclosure hereunder, is properly
within the legitimate possession of the Receiving
Party, which fact can be proven or verified by
independent evidence; or
c. subsequent to disclosure hereunder, is
lawfully received from a third party having rights
therein
agents, consultants, successors, and assigns, to (a) hold all
Confidential Information (regardless of whether it is specifically
marked confidential or not) in strict confidence; (b) transmit the
Confidential Information only to its director, employee, agent,
consultant, successor, and assign on a need to know basis and
after each one of them has agreed to be bound by confidentiality
obligations substantially equivalent to the terms and conditions
of this Agreement and not to disclose the same except as
provided herein; (c) not to directly or indirectly use, copy, digest,
or summarize any Confidential Information except as provided in
this Agreement, and (d) not to disclose any Confidential
Information to any other party without the prior written consent of
the Disclosing Party. The Disclosing Party may grant its consent
for the disclosure of the Confidential Information in its sole
discretion and on a case-by-case basis. The Receiving Party
expressly agrees not to use the Confidential Information to gain
or attempt to gain a competitive advantage over the Disclosing
Party.
If requested by the Disclosing Party, the Receiving Party shall
acknowledge receipt of any Confidential Information by signing
receipts, initialing documents, or any other means that the
Disclosing Party may reasonably request.
Except for purposes of the Potential Transaction stated in
Clause C, the Receiving Party will not permit copies of the
Confidential Information to be made without the express written
consent of the Disclosing Party. Copies shall be deemed
confidential and in all respects subject to the terms and
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 MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
conditions of this Agreement. design rights, trademarks, and mask work, protection, rights are
No other rights, and particularly no license and no assignment implied or granted under this Agreement. Neither Party shall
of intellectual property right including copyrights, patent rights, make use of the existence of any bilateral business relationship
between them for the purpose of their own advertisement.

ARTICLE 5 PROPERTY OF DISCLOSING PARTY

All Confidential Information, unless otherwise specified in

writing, shall remain the sole and exclusive property of the
Disclosing Party and shall be used by the Receiving Party only
for the purpose intended herein, except as may be required by
applicable law or legal process.

The Receiving Party shall not disclose, reproduce, or

disseminate such Confidential Information to anyone, except to
those directors, employees, agents, consultants, successors,
and assigns (including those of its parent, subsidiaries and
affiliates) on a need to know basis for purposes of the Potential
Transaction stated in Clause C.

If the Receiving Party is requested by a government entity or

other third party to disclose any Confidential Information, it will
promptly notify the Disclosing Party to allow the latter to seek a
protective order or take other appropriate action, at the sole
cost and expense of the Disclosing Party. The Receiving Party
will also cooperate in the Disclosing Party's efforts to obtain a
protective order or other reasonable assurance that confidential
treatment will be afforded the Confidential Information. If in the
absence of a protective order the Receiving Party is compelled
as a matter of law to disclose the Confidential Information
based upon the written opinion of the Receiving Party’s
counsel, the Receiving Party may disclose to the government
entity or other third party compelling the disclosure only the part
of the Confidential Information as required by law to be
disclosed.

ARTICLE 6 SAFEKEEPING

The Receiving Party shall use the same care to avoid

disclosure or unauthorized use of the Confidential Information
as it uses to protect its own confidential information, but in no
event less than reasonable care. It is agreed that:

a. all Confidential Information shall be

retained by the Receiving Party in a secure place,
and

b. Confidential Information will be disclosed only

to each Party’s employees who are involved
in the Potential Transaction and to agents,
consultants, successors, and assigns (but not
including vendors, who shall not be receiving
Confidential Information in any event) who
have been engaged for the purpose of
discussing the Potential Transaction, which
the Disclosing Party has prior notice of such
engagement; provided that in the event of
such disclosure to any third person or entity
not employed or retained by the Receiving
Party, the Receiving Party shall nonetheless
remain liable for any unauthorized disclosure

February 2020/CLSG (Mutual Confidentiality and Non-Disclosure Agreement)

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CONFIDENTIAL - PROPRIETARY
Unauthorized disclosure internally or externally is prohibited

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 MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
by such person or entity.
It is further agreed that the Receiving Party shall ensure that all
of its directors, employees, agents, consultants, successors,
and assigns (including those of its parent, subsidiaries and
affiliates) having access to Confidential Information agree to be
bound by confidentiality obligations substantially equivalent to
the terms and conditions as set out in this Agreement.
ARTICLE 7 RETURN OF CONFIDENTIAL INFORMATION
A Party violating its obligations under this Agreement shall be
responsible to the other Party for all damages directly caused
by such breach. Moreover, because money damages may not
be a sufficient remedy for any breach of the foregoing
covenants and agreements, the Disclosing Party shall be
entitled to resort to specific performance and injunctive and
other equitable relief as a remedy for any such breach of this
Agreement in addition to all
monetary or other remedie s available at law or in equity.

All Confidential Information, including but not limited to copies, Party, therefore, has a strong interest in protecting the
summaries, excerpts, extracts or other reproduction thereof, Confidential Information by all legal means.
shall be returned to the Disclosing Party or destroyed after the
Receiving Party’s need for it has expired or upon request of the
Disclosing Party, and in any event, upon termination of this
Agreement.

Further, in any event at any time a Receiving Party ceases to

have an active interest in the Potential Transaction, it will
immediately return to the Disclosing Party all copies of written,
taped or audio-visual recorded Confidential Information in its
possession and shall not retain any such copies.

Notwithstanding anything to the contrary contained in this

Agreement, the Receiving Party may retain a copy of any
materials (together with necessary supporting documents) that
the Receiving Party develops for the Disclosing Party for
archival purposes, provided that the Receiving Party will
continue to keep such materials and documents confidential in
accordance with the terms and conditions of this Agreement.

For the avoidance of doubt, the Receiving Party will not be

required to destroy electronic records automatically backed up
in the ordinary course of business for disaster recovery
purposes. Such electronic records shall be kept confidential in
accordance with the terms and conditions of this Agreement
until the time these electronic records are destroyed.

ARTICLE 8 NO OBLIGATION TO CONTRACT

This Agreement does not constitute a proposal or offer for any

specific business whatsoever between the Parties, and is only
intended to bind the Parties to the confidentiality and limited
use of the Confidential Information.

Nothing in this Agreement shall impose any obligation upon

either Party to consummate a transaction, to enter into any
discussion or negotiations with respect thereto, or to take any
other action not expressly agreed to herein. Neither Party shall
have any obligation to the other Party for any such action the
other Party may take or refrain from taking based on or
otherwise attributable to any information (whether or not
constituting Confidential Information) furnished to such other
Party hereunder.

ARTICLE 9 REMEDY AGAINST DEFAULTING PARTY

The Parties acknowledge and agree that disclosure,

divulgence, or unauthorized use of the Confidential Information
could damage the Disclosing Party and that such Disclosing
February 2020/CLSG (Mutual Confidentiality and Non-Disclosure Agreement)
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Unauthorized disclosure internally or externally is prohibited

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 MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
ARTICLE 10 NO REPRESENTATION OR WARRANTY
The Disclosing Party makes no representation or warranty as
to the accuracy or completeness of the Confidential Information
and the Receiving Party agrees that the Disclosing Party and
its employees and agents shall have no liability to the
Receiving Party resulting from any use of the Confidential
Information.
However, this disclaimer shall, in and of itself, not apply to or
limit any specific warranties that the Disclosing Party may
expressly give in other agreements between the Disclosing
Party and the Receiving Party. The Receiving Party agrees that
it will form its own conclusions as to the reliability of any
Confidential Information and as to any conclusions to be drawn
therefrom, and will not charge the Disclosing Party with liability
for any damages resulting from mistakes, inaccuracies or
misinformation contained therein. The Receiving Party
understands and acknowledges that the Disclosing Party does
not undertake any obligation to provide any party with access
to any specific or additional information.
ARTICLE 11 NON-WAIVER; REMEDIES CUMULATIVE
Any failure of either Party to insist upon the strict performance
of any term or condition of this Agreement shall not be deemed
This Agreement may not be amended or modified except in
writing.
This Agreement shall not be construed in favor or against any
Party, but shall be construed equally as to both Parties.
ARTICLE 14 PERSONAL INFORMATION
In the interest of both Parties, the Disclosing Party agrees not to
send the Receiving Party any information that can identify an
individual (“Personal Information”) unless both Parties
otherwise mutually agree. In such circumstances, the Receiving
Party shall comply with the obligations imposed on the
Receiving Party by this Agreement, the applicable data privacy
laws, including, but not limited to, Republic Act 10173 or the
Data Privacy Act of 2012 and its Implementing Rules and
Regulations.
If sending Personal Information to the Receiving Party is
required under this Agreement, the Receiving Party agrees to:
a. only process such Personal Information in
accordance with the Disclosing Party’s written
instructions, and only for purposes of evaluating the
Potential Transaction;
b. ensure that it implements and maintains
technical and organizational measures at a level
appropriate to the security of the Personal Information
shared by the Disclosing Party;
c. notify the Disclosing Party promptly (where
permitted under applicable law) if the Receiving Party
receives any request for access to the Personal
Information shared by the Disclosing Party by an
February 2020/CLSG (Mutual Confidentiality and Non-Disclosure Agreement)
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CONFIDENTIAL - PROPRIETARY
Unauthorized disclosure internally or externally is prohibited
a waiver of any of the Party's rights or remedies, including the
right to insist on the strict performance of the same. No waiver
or other modification to this Agreement shall be valid unless it is
in writing and is signed by the Parties.
The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies, which
any of the Parties would otherwise have.
ARTICLE 12 NO PUBLICITY
Neither Party hereto shall in any way or in any form disclose,
publicize, or advertise in any manner the discussions that give
rise to this Agreement nor the discussions or negotiations
covered by this Agreement without the prior written consent of
the other Party.
ARTICLE 13 INTERPRETATION AND AMENDMENT
This Agreement constitutes the entire agreement between the
Parties with respect to the subject matter hereof. It excludes
and supersedes everything else which has occurred between
the Parties whether written or verbal, including all other
communications with respect to the subject matter hereof. The
headings of Clauses or Articles are for reference and shall not
affect their interpretation.
individual, regulator, or government authority, and
provide reasonable assistance to the Disclosing Party
to help the Disclosing Party comply with any such
request;
d. notify the Disclosing Party within twenty-four
(24) hours upon knowledge or reasonable belief of the
Receiving Party that it has suffered any incident that
may impact the Personal Information shared by the
Disclosing Party;
e. not disclose the Personal Information shared
by the Disclosing Party to any third party without the
Disclosing Party’s prior written consent, save as
required by applicable law or in accordance with this
Agreement;
f. upon written request, provide the Disclosing
Party with details of the Receiving Party’s processing
of the Personal Information shared by the Disclosing
Party, including the technical and organizational
measures the Receiving Party has employed to protect
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 MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
to this Agreement will be in Taguig City, at the option of the
complaining Party. The Parties hereby consent and submit to
ARTICLE 15 SEPARABILITY CLAUSE
the exclusive jurisdiction and venue of those courts.
If any provision of this Agreement is illegal or unenforceable,
The Parties hereby waive all defenses of lack of personal
its invalidity shall not affect the other provisions of this
jurisdiction and forum non-convenience. Process may be
Agreement that can be given effect without the invalid
served on either Party in the manner authorized by applicable
provision. If any provision of this Agreement does not comply
law or court rule.
with any law, ordinance or regulation, such provision to the
extent possible shall be interpreted in such a manner to
ARTICLE 18 COUNTERPARTS; ELECTRONIC
comply with such law, ordinance or regulation, or if such
SIGNATURE
interpretation is not possible, it shall be deemed to satisfy the
minimum requirements thereof.
This Agreement may be executed in any number of
ARTICLE 16 LEGAL CAPACITY OF REPRESENTATIVES counterparts, each of which is an original, but all of which
together constitute one and the same agreement.
Each Party represents and warrants to the other Party that its
This Agreement may be executed electronically or by way of
representative executing this Agreement on its behalf is its
duly appointed and acting representative and has the legal electronic signature and such electronic signatures shall be
capacity required under applicable law to enter into this deemed original signatures, have the same force and effect as
Agreement and bind it. manual signatures and binding upon the Parties. If this
Agreement shall be executed electronically, the best evidence
ARTICLE 17 GOVERNING LAW of this Agreement shall be a copy of this Agreement bearing an
AND DISPUTE RESOLUTION electronic signature, in portable document format (.pdf) form, or
in any other electronic format intended to preserve the original
graphic and pictorial appearance of a document.
This Agreement shall be governed by and construed in
accordance with the laws of the Republic of the Philippines,
IN WITNESS WHEREOF, the Parties have hereunto affixed
without regard to any conflicts of law rules. Exclusive
jurisdiction over and venue of any suit arising out of or relating their signatures this at
the said Personal Information; and

g. delete the Personal Information shared by

the Disclosing Party at the end, expiration, or early
termination of this Agreement.

February 2020/CLSG (Mutual Confidentiality and Non-Disclosure Agreement)

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CONFIDENTIAL - PROPRIETARY
Unauthorized disclosure internally or externally is prohibited

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February 2020/CLSG (Mutual Confidentiality and Non-Disclosure Agreement)

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CONFIDENTIAL - PROPRIETARY
Unauthorized disclosure internally or externally is prohibited

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 GLOBE TELECOM, INC.
By:

SECOND PARTY

ALVEN M.ALMADRONES

By:

February 2020/CLSG (Mutual Confidentiality and Non-Disclosure Agreement)

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CONFIDENTIAL - PROPRIETARY
Unauthorized disclosure internally or externally is prohibited